How it is
by Exposed
Summary: This is just a basic story that takes place at the motor inn, at least for now. There will probably be pairings and rating may change. After the meat locker incident, Kenny no longer trusts Lee. Trust is rare thing now a day and it comes with a price. Out of everyone in the group who should lee trust. (there are NO OCs)
1. What has happened

Lee Everett sat atop the old R.V, scanning the horizon for any movement. Everyone had been very cautious because of the recent events at the St. Johns. When the group first heard of the St. John's it seemed to good to be true, little did they know that it was. They had plenty of food and a great protection system. In the end it turned out that they were pyshco cannibals and the group lost two people.

The first was Mark. He was a great man and did everything he could for the group. When he got shot with an arrow by the bandits who were attacking the farm, Lee knew that the St. John's would fix him up. He didn't know they would fix him up into a meal.

Larry had also died. He was a dick to Lee and never did anything to help the group, but he was Lilly's father and they stuck together.

_flashback_

_"HE'S NOT DEAD!" She yelled desperately trying to bring her father back._

_ "…You know what has to happen, Lee. Think about it. You saw that poor bastard at the motel. How fast he turned."_

_"What are you saying?" Lilly shouted_

_"Lilly, I'm sorry. I truly, truly am. But in a few minutes, we're gonna be stuck in a locked room with a 6-foot-four, 300 pound, seriously pissed off dead guy!"_

_"FUCK YOU! We can bring him back!", "LEE!"_

_"We'll mourn him later. But right now, we have to keep him from coming back."_

_"God dammit, Kenny! He's not dead! _

_ "We can't kill him if he's not dead, Kenny!" Lee exclaimed frustrated with Kenny's behavior._

_"You remember how hard it was for you to get that monster off of Katjaa? And Larry's twice his size!" Kenny continued, "It's him or us."_

_"Look, Kenny… Back at the drug store when we all thought Duck was bitten… I gave him the benefit of the doubt… Maybe we should do the same now."_

_"That was different. Duck wasn't bitten. But, come on, we KNOW this guy's not gonna make it. Remember what Ben said. Gotta destroy the brain._

_Lee knew Kenny had a valid point but...fuck, Larry was Lilly's father and they needed each other. _

_"Is he breathing at all?" Lee asked, running over to Lilly and beginning to give Larry CPR._

_**SPLAT! **__There lie Larry with his head bashed in and Lilly caked with his blood. The room was silent except for Lilly's sobs._

_"KENNY! WHAT THE FUCK" Lee exclaimed, his voice filled with anger and disbelief._

_"I'm sorry...it needed to be done" Kenny said lowly_

_End of flashback_

Lee sighed, remembering the events of the meat locker. He couldn't believe what Kenny had done. Still sitting in the lawn hair he heard a door creak open he looked over and saw it was Lilly.

"Hey" he said handing her the rifle and standing up from the chair. It was her shift to watch.

Lilly said nothing as she took the gun and put a new magazine in.

Lee turned to walk away back to his room. He was exhausted and felt like crashing in the motels uncomfortable bed.

"Thanks" he heard Lilly say so quietly he barely heard it.

"For what" Lee asked confused. She didn't owe him anything.

"For everything, I guess" she shrugged and fixated her eyes to the woods. Lee took this as his cue to leave.

When he walked inside his and clementines room he noticed she had no blanket. Picking one up from the ground he placed in on top of her and tucked her in.

"Good night sweet pea" he whispered quietly and walked over to his own bed.

**Alright what did you think? Yes I know it sucks but I tried. I'm only 14. I just created my account because I love the stories here so much. Thanks for reading if you liked, or even if you didn't like leave a review. Bye for now**.


	2. Another day

Lilly was still on the night watch. She enjoyed it because it was quiet, and when it was quiet she liked to think. She thought about all the people in the motor especially Lee. He had tried to save her father, he went against Kenny who was his number one companion. That is except for Carley.

Lately Lilly noticed them together, laughing and talking, she couldn't help but feel jealous. Kenny had his family, Lee had Clementine and in a way Carley. Everyone here had someone, except for Ben.

Lilly never cared for the kid. In fact he did nothing to help the group. He was a drain on their supplies but Lee, Carley and clementine insisted he stay.

Lilly felt a presence near her and turned around. She figured it would be Kenny even though he was an hour late for his shift. She'd give him hell for it tomorrow, right now she was too tired and yelling this late at night would probably piss everyone off.

"Need a break," the voice was not Kenny's, it was Lee. She felt they made a great team and that maybe one day they could actually get to know each other better. 'What the hell Lilly stay real,' she mentally cursed herself for thinking of him like that. She did not have those feelings for him.

"yeah,thanks""I am pretty tired" she said in a surprisingly cheery mood. ( as cheery as you can get after watching your father be brutally murdered.

"...Well, can I have the gun?" He asked very confused from her behavior. He figured that she would act weird after what happened in the meat locker but not like this. She was actually pretty kind to him.

"Oh..uh yeah" she said awkwardly looking a tad bit embarrassed. "Here" she said tossing him the rifle.

As Lilly walked back to her room, Lee got settled in the lawn chair and sat back. Lately there weren't as many walkers (not that anyone was complaining) but it was a little odd. Lee and Lilly did the far most watch shifts. Lilly did more because Lee was often on supply runs with Kenny. Jesus... Kenny used to be his go to guy, he was the one he trusted the most but all that went down in the meat locker. From the time Lee defended Duck from Larry at the drugstore and when he gave rations to Kenny's entire family, the only time lee didn't side with him he turned against him.

Dawn soon cast over the motor inn, giving off a glamorous sunrise that Lee enjoyed watching. It reminded him of the way things were before, happy and beautiful. Things he took for granted he now desperately wished he had things like toilet paper an-. His thoughts were cut off by Lilly who burst out of her room with an enraged look on her face as she headed to Kenny's room banging on the door. She was pissed. Kenny stepped out closing the door behind him so Katjaa and duck didn't have to hear him and Lilly bickering.

"Goddammit what's your problem now!?" Kenny exclaimed.

"Why the fuck did you not come out to take your shift" she retorted angrily.

"Well princess some of us have a family to take care of-"

"A FAMILY,DO YOU RELIZE WHAT YOU DID TO MY FATHER, YOU MURDERED HIM!" she said, her voice filled with an unbelievable amount of rage.

Everyone had heard Lilly's outburst and had ran out to see what the problem is now.

"DO YOU NOT EVE-" she began before Lee cut her off.

"whoa whoa whoa, what's wrong now?" Lee asked. Lee was the peacemaker of the group and always seemed to put Kenny and Lilly's arguments at ease.

"Kenny is talking to me about family, ha family he still has his" she stated bitterally. "He didn't even take his shift last night"

"My boy is sick, I needed to stay with him," Kenny shot back.

"Do you need some medicine for him," Lee asked genuinely concerned for the boys health. Kenny nodded gratefully.

"you have Katjaa to take care of him, don't you see I have nothing" she feel silent, her eyes closed taking a deep breath. Everyone left Lilly to be by herself, giving her even more time to think.

**A/N: my god this is really difficult, how on earth do you guys do this, anyway I just needed to get this out of my system. It's my first time writing somthing this big and I'm really inexperienced. Thanks do my reviews and private messages, it really means a lot. Bye for now**


	3. Carley

**Alright I'm back. what pairing should I do guys I'm honestly not sure you can vote using the poll in my profile or leave a review, your choice. I think I'll start this chap out with Carley even though I got a wonderful review saying I portray Lilly really well. Thanks for all the private messages and reviews, I really appreciate them.**

* * *

Carley leaned against the railing of the motels balcony. It was her favorite spot because she could see everything and everyone plus it was right outside her room. She fixated her eyes on Lee who was reinforcing the fence after a walker had tried to get in. He wiped the sweat of his brow and turned to look at Lilly who was on watch of course. Carley looked over at her, god she was a mess.

"Hey Car" the voice was Lee's. She was so focused on Lilly she hadn't heard him come up yet he stairs.

"Hey" she replied back. She noticed he turned his head to look at Lilly. "Worried about Lilly?" She asked.

"Yeah, I am. She's not gonna be the same again" he told her with a worried expression.

"She's gonna snap you know" Carley stated.

"Snap?"

"She's already on edge and in a vulnerable state of mind" she continued "if one of us says the wrong thing she could break. Carley gestured to every one at the motor inn.

"You're right" Lee agreed.

"I know" she said and she smiled. Her emerald eyes filled with joy. Lee smiled too. "So what's up?" She asked genuinely interested in this mans life. 'And to think he was a murderer' she thought. When she first met Lee Everett she had thought he'd be a burden to the group, she didn't know how wrong she was. Lee was the type of man who put others safety and well being in front of himself. A selfless man.

"Nothing right now but later me and Clem are going to make a chalk mural if you want to join?" He half asked her half told her.

"What of?"

"Who knows" Lee said. His voice held a bit of humor.

"Well she's very creative" Carley stated thinking how she drew a house made of flowers and a flying school bus. It was a little random but it was creative nevertheless. "Yeah i'll join. I do love spending time with her"

"She enjoys spending time with you, but then again who wouldn't" Lee said playfully winking. Carley was about to say something back but was interrupted by clem thumping up the stairs.

"Lee, Lee, me and Duck are going to play hide n seek! Will you play with us?" she pleaded. Lee glanced over at Carley and she nodded.

"Sure sweet pea" he said as Clem practically dragged him down the steps. Carley laughed to herself thinking that Lee was practically a father to a girl he didn't even to know 3 months ago.

* * *

Lilly frowned over at Lee talking to Carley. What was so great about her anyway? She was a smart mouth who always had to talk back, yet everyone just loved her. Her frown soon turned into a glare when she noticed how close they were standing next to each other, laughing and smiling.

"Um, Lilly it's time for my shift" she looked down to see a nervous Ben.

"Here" she said tossing the gun down in an angry tone. Ben knew she was pissed about something he could only guess. He nodded and climbed up the rvs latter and took a seat.

* * *

**A/n: alright I don't know how long that was because I had a chapter already saved that I was going to post but it actually somehow didn't save and I had to rewrite it from scratch. Sorry if the characters seem out of character, especially Lee. He's kinda hard to write for in my opinion. Remember vote on which paring you want me to do. Bye for now.**


	4. How it used to be

**A/n: I'm starting where I left of last chapter with Ben. Thanks a million times for the reviews and private messages.**

* * *

Ben watched as Lilly returned to her room and slammed the door so hard he felt his bones rattle. Lilly was possibly the scariest person he knew( or used to know) she was scarier than his old teacher, Ms. Jona who made him rewrite him entire essay cause he misspelled one word, scarier than his mom when she saw his report card. Lilly just really freaked him out.

It wasn't tell about 9:00 he heard a noise. It wasn't the moan of a walker, it was somthing else.

'Shit! What was that?!' He steeped down from the rv and raised the rifle with his trembling hands and carefully, very carefully he approached the spot where he heard the noise. It was not likely that anything happened on watch. 'Maybe I should get Lee, but if I do clementine might wake up. Come on Ben it's probably nothing' he told himself. He eventually convinced himself to take another step forward and peeked his head over the fence. To his relief he saw nothing. A door swang open, thankfully it wasn't Lilly's, she would kill him for leaving his post. Instead it was Carley.

" Ben, are you okay what's wrong?" She asked knowing how nervous the kid must be.

"I-I thought I heard a noise" he stuttered.

"Here let me shift in for you" Carley smiled.

"No, no I'm fine really you can just go or whatever"

"I can't get to sleep anyway. Might as well do somthing helpful to pass the time, plus you deserve it" she persuaded him.

"Gee thanks Carley" he said gratefully. He gave her the gun and went to his room staring at the ceiling. It was funny, he actually kinda missed school. Travis was probably his best friend. It was less than a month ago that the walkers had got him and Mr. Parker their teacher.

_flashback_

_"Come on, it'll be fun" Travis kept trying to get Ben to try out for the football team._

_"I don't know man I mean look at those guys, they're huge" Ben pointed over to the hugest "boy" he'd ever seen._

_"He's not that big" Travis replied. Ben needed to have more confidence. "Plus I think you can take him"_

_"What!? Hell no!" Ben shouted._

_"Well it's to late and coach Parker wants you there" Travis told him._

_**At tryouts**_

_While Coach Parker babbled on about the rules of football, Travis whispered to him. "See number 26, he's the main defensive man" _

_"Are you SERIOUS?!" Ben freaked._

_"Well Ben since you were talking why don't you show us how it's done" Coach Parker gestured to the field._

_"Um... Uh okay" he was incredibly nervous. He walked out to the field and as soon coach blew the whistle he started running. He didn't know where he was going nor what he was supposed to do. The quarter back for their team threw the ball right towards him. By some miracle Ben caught it and booked for a touchdown. Number 26 was close on his tail._

_"Ughh" number 26 fell down and Ben ran straight for a touchdown. As soon as he crossed the line he felt like a million bucks._

_He heard Travis shout," Way to go Ben"_

_Ben made the team but Travis didn't, although hit he still went to every game to cheer his pal on. After they would go to the arcade and grab a slice of pizza. They were classy people._

Ben felt a tear trickle down his face. What a fucked up world they now lived in.

* * *

"Hey Clem, watcha doing?" It was duck Clem's best and pretty much only friend her age.

"I'm working on my mural, Carley and Lee said they'd help. Do you want to too?"

Duck shrugged and sat down next to her. "Okay"

"Hey guys" Lee walked over and sat down. "So what are we drawing?"

" I'm gonna draw batman" duck said very enthusiastically.

"What are you gonna draw Clem?" Lee asked.

"you and Carley" she answered happily.

Lee felt himself blush a little bit. "Why us sweetheart?" He asked now very curious. They did spend a lot of time together but that didn't mean they were a couple.

"just...cause" she smiled and hummed a happy tune. Meanwhile Carley finally arrived.

"Well it's about time" he smiled.

"Sorry professor but some of us have lives to live" she replied back and her emerald eyes twinkled playfully.

"So you were just arriving late" Lee smirked knowing that Carley would never blow him off.

"Fasionably late" she corrected him all while smiling. "Anyways, what are you drawing there Clem?" She asked.

"You and Lee" she said.

"And I'm drawing BATMAN" Duck announced.

Carley felt herself blush just as Lee had done. "what are we doing?" She buzzed.

"just sitting and talking like you always do" she said and continued coloring in Lees shirt blue. Lee smiled at Carley and she smiled back. What did Clem think about them.

* * *

**A/n: sorry if this chapter seemed a little oc ish with the whole Travis thing. I added some Carlee for you guys. thank you to my reviewers and my followers. I have two I'm so exited thank you!**


	5. Whom to trust, whom to love

**I'm back! I left off at the part with all the feels of Carley, clementine and Lee. Thanks to all the reviewers:)))**

* * *

"Hey reporter" Lee called. "Can you pass the white?" Carley had been hogging the piece of chalk he needed to color Kenny's shirt.

Carley gave him a playful glare "What's the magic word?"

"Oh I know, you need to say please" Clem interrupted.

"That's right Clem. Looks like you need to teach professor over here some manners" Carley smiled. Clementine smiled back.

"Fine, may I please have the white?" Lee asked faking exasperation.

"Well since you asked so nicely, than yes you may" Carley said in her traditional teasing voice. She gave him the worn down piece of chalk. While searching through the motel rooms, Kenny found a box of broken in half, dirty chalk and gave it to the kids who appreciated in gratefully. There weren't many toy stores around anymore.

Lee took the chalk and Carley tilted her head to see what he was drawing.

"Whatcha drawing?" She asked looking at his "masterpiece".

"Clem and I are drawing everyone at the motor inn" Lee replied. I'm drawing Kenny.

"Oh God. Good thing you don't teach art huh" Carley smirked and she nudged him with her elbow.

"Hey! It doesn't get better than this" Lee replied back acting offended.

"Oh my apologies professor" Carley replied.

"I might have to write you up for that" he joked. "It's a serious offense"

"It won't happen again sir" She added.

"that's Sir Everett to you" Lee used his best "teacher" voice.

" "Sir Everett" " she looked at him with an are you serious face.

"Yep, and just for that you can treat yourself to 5 detentions" he smirked.

"That's a lot" Clem butted in. "I've never gotten a detention before"

"Thats a good thing Clem" Lee praised. Technically she couldn't get a detention since she was just in elementary school, but Lee played along.

Carley joined in "I guess I'm a bad girl" Lee nearly laughed out loud of the thought of Carley being one of the "Bad Girls" at school. She touched his arm lightly and smiled. He gave her a smile pack and put light pressure on her arm before he turned away to continue working on the mural.

I wonder how he feels?

* * *

Lilly rolled her eyes and stared out of the her motel room window at Carley. There she was, squat next to Lee practically sitting on his lap. The thought of them together was disturbing. Not that she was jealous or anything. She stared up at Ben who was resting uncomfortably on the lawn chair. The tall awkward boy squirmed underneath the hot sun.

Well at least he's not fucking up right now, she thought.

She walked out of her room closing the door behind her and looked around. Clementine, Duck, Lee and Carley(of course) were all sitting on the ground coloring with chalk. Ben was still on watch and Kenny and Katjaa were sitting on the old coach that had been drug out of one of the rooms.

"I need you and Lee to make another supplies run" She demanded Kenny.

"Another!? We barley left anything in there" he exclaimed. "Plus I'm staying by katjaa incase anything happens"

"oh, I'm SORRY that I am not letting you spend enough with your family" She she said angrily in a hushed voice so the others would not piss at her.

"Not this again..." He sighed. "Plus me and Lee don't exactly get along"

Lilly glared at him. "He did the right thing and you know it she spat bitterly.

"No I did by keeping all of us safe and not letting him turn" Kenny was frustrated. Did no one understand that he did what he did to keep them all safe?

"You're doing the supply run, NOW" Lilly nearly screamed. "And give Lee this" she had tossed him a hunting rifle.

"Oh, of course. Let me just give this too your 'boyfriend', then later y'all can get back to building your little white picket fence while the rest of us just sit around waiting for you to come to your damn senses" Kenny shot back.

Infuriated, Lilly walked away to take her shift for watch. Fucking unbelievable.

* * *

Clem glanced at the two adults before her. She smiled seeing Carley blush a tiny bit when he looked at her. She would quickly turn her head away and it made Clem giggle.

"What's tickled you?" Lee asked.

Before she could reply a very tired looking Kenny walked over to Lee.

"C'mon, Lilly's making us do another supply run" he said with an unreadable tone.

Carley frowned at the thought. Lee going out with a man that no longer trusted him and he putting himself on the line for a few items. It seemed hardly worth it and she couldn't bear to think what it would be like if she lost him.

"Another?!" Lees voice was filled with disbelief. The last one they had done was yesterday.

"Yeah, now we don't got all day! Ya coming or not?" Kenny replied in a monotone voice.

"I'm coming too" a voice butted in. It was Carley. She seemed detrimenend to come along so Lee recunatly agreed.

"here take this gun" Kenny stated bitterly its a 'present' from your girlfriend"

Lee took it and rolled his eyes "It's not like that" he said.

"Than what's it like, honestly tell me" Kenny in more of a demand than a question.

"Just shut up and let's go" Carley butted in.

"Fine" Kenny said.

* * *

**Thanks everyone!**

**Feedingfrenzy91: I changed it but I kinda used your example. Thanks for helping me with Kenny's comeback of Lilly and Lee. I guess that part did seem a little off. **


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